/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR THE
DISSEMINATION, DISTRIBUTION, RELEASE OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED
STATES./
TORONTO, June 2, 2022
/CNW/ - Khiron Life Sciences Corp. ("Khiron" or the
"Company") (TSXV: KHRN) (OTCQX: KHRNF) is pleased to
announce that it has priced and sized its previously announced
underwritten overnight marketed public offering (the
"Offering"). Pursuant to the Offering, the Company will
issue 26,700,000 units of the Company (each, a "Unit") at a
price of C$0.15 per Unit (the
"Offering Price") for aggregate gross proceeds of
C$4,005,000. Each Unit will consist
of one common share of the Company (each, a "Unit Share")
and one Common Share purchase warrant of the Company (each, a
"Unit Warrant"), with each Unit Warrant being exercisable to
acquire one Common Share (each, a "Warrant Share") at an
exercise price of C$0.20 for a period
of 24 months following the closing date of the Offering.
The Offering will be conducted on an underwritten basis pursuant
to the terms of an underwriting agreement entered into on the date
hereof between the Company and Canaccord Genuity Corp. as lead
underwriter and sole bookrunner (the "Lead Underwriter")
together with ATB Capital Markets Inc. and Leede Jones Gable Inc.
(together with the Lead Underwriter, the
"Underwriters").
The Underwriters have been granted an option (the
"Over-Allotment Option") to purchase up to an additional 15%
of the Units at the Offering Price for a period of 30 days
following and including the closing date of the Offering. The
Over-Allotment Option may be exercised by the Underwriters to
acquire Units, Unit Shares and/or Unit Warrants.
The Company will apply to list the Unit Shares and the Warrant
Shares to be issued upon exercise of the Unit Warrants on the TSX
Venture Exchange (the "TSXV"). Listing will be subject to
the Company fulfilling all of the requirements of the TSXV.
The net proceeds of the Offering will be used for general
corporate and working capital purposes. Closing of the Offering
will be subject to a number of customary conditions including, but
not limited to, receipt of all necessary regulatory approvals and
stock exchange approvals, including approval of the TSXV.
The Offering is being made in each of the provinces and
territories of Canada except
Québec, and in the United States
on a private placement basis pursuant to exemptions from the
registration requirements of the United States Securities Act of
1933, as amended (the "U.S. Securities Act").The Units will
be offered in each such jurisdiction through those Underwriters or
their affiliates who are registered to offer the Units for sale in
such jurisdiction and such other registered dealers as may be
designated by the Underwriters. Subject to applicable law, the
Underwriters may offer the Units in such other jurisdictions
outside of Canada and the United States as agreed between the
Company and the Underwriters.
The Offering is expected to close on or about June 10, 2022, subject to the satisfaction of
customary closing conditions and the receipt of regulatory
approvals, including the approval of the TSXV.
The Offering will be conducted pursuant to a prospectus
supplement (the "Prospectus Supplement") to the Company's
existing Canadian base shelf prospectus dated May 21, 2021 (the "Shelf Prospectus")
filed with the securities regulatory authority in each of the
provinces and territories of Canada and which is available under the
Company's profile on SEDAR at www.sedar.com. The Prospectus
Supplement relating to the Offering will be filed with the
securities regulatory authority in each of the provinces and
territories of Canada, except
Québec on or prior to June 6, 2022
and will, following the filing thereof, also be available on SEDAR.
The Shelf Prospectus contains, and the Prospectus Supplement will
contain, important detailed information about the Company and the
Offering. Prospective investors should read the Prospectus
Supplement and the accompanying Shelf Prospectus and the other
documents incorporated by reference therein before making any
investment decision.
The securities offered in the Offering have not been and will
not be registered under the U.S. Securities Act or the securities
laws of any state of the United
States and may not be offered or sold absent such
registration or an applicable exemption from such registration
requirements. This news release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any
sale of the Units in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of that jurisdiction.
The securities referenced herein have not been approved or
disapproved by any regulatory authority.
About Khiron Life Sciences
Corp.
Khiron is a leading vertically integrated international medical
cannabis corporation with core operations in Latin America and Europe. Leveraging medical health clinics and
proprietary telemedicine platforms, Khiron combines a
patient-oriented approach, physician education programs,
scientific, product innovation, and cannabis operations expertise
to drive prescriptions and brand loyalty with patients worldwide.
The Corporation has a sales presence in Colombia, Peru, Germany, United
Kingdom, and Brazil and is
positioned to commence sales in Mexico. The Corporation is led by co-founder
and Chief Executive Officer, Alvaro
Torres, together with an experienced and diverse executive
team and board of directors.
Visit Khiron online at
https://investors.khiron.ca/corporate-information.
Linkedin
https://www.linkedin.com/company/khiron-life-sciences-corp/.
Cautionary Notes
Forward-Looking
Statements
This press release contains "forward-looking information" and
"forward-looking statements" within the meaning of applicable
Canadian and United States
securities laws (collectively, "forward-looking
information"). Forward-looking information are often, but not
always, identified by the use of words such as "seek",
"anticipate", "believe", "plan", "estimate", "expect", "likely" and
"intend" and statements that an event or result "may", "will",
"should", "could" or "might" occur or be achieved and other similar
expressions. Forward-looking information in this press release
includes, without limitation, statements relating to the Offering,
timing, potential completion and the use of proceeds of the
Offering.
Developing forward-looking information involves reliance on
several assumptions and considerations of certain risks and
uncertainties, some of which are specific to Khiron and others that
apply to the industry generally.
The risk factors and uncertainties that could cause actual
results to differ materially from the anticipated results or
expectations expressed in this press release, include, without
limitation: the ability of Khiron to satisfy the conditions to
closing of the Offering, including obtaining approval of the TSXV
on a timely basis, or at all; that the Offering may not be
completed on the terms and timeline indicated, or at all; that the
Company's use of proceeds of the Offering may differ from those
indicated; additional financing requirements; adverse market
conditions; and other risk factors described from time to time in
Khiron's OTC and Canadian securities filings. For additional
information about assumptions and risks and uncertainties
applicable to Khiron, please refer to Khiron's Annual Information
Form which is available on Khiron's SEDAR profile at
www.sedar.com.
Readers are cautioned to consider these and other factors,
uncertainties and potential events carefully and not to put undue
reliance on forward-looking information. The forward-looking
information contained herein is made as of the date of this press
release and is based on the beliefs, estimates, expectations and
opinions of management on the date such forward-looking information
is made. The Company undertakes no obligation to update or revise
any forward-looking information, whether as a result of new
information, estimates or opinions, future events or results or
otherwise or to explain any material difference between subsequent
actual events and such forward-looking information, except as
required by applicable law.
Neither the TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this press release.
SOURCE Khiron Life Sciences Corp.